Common use of Termination Due to Change in Control Clause in Contracts

Termination Due to Change in Control. Termination under this Section occurs if (i) the Company terminates the employment of Executive for any reason other than for Cause as defined in Section 6(e), or (ii) Executive resigns his/her employment for Good Reason pursuant to Section 6(f), within the two year period immediately following a Change in Control as defined in Exhibit B attached hereto. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs during the term of the Agreement and if Executive's employment with the Company has been terminated either by the Company without Cause or by Executive for Good Reason within six months prior to the date on which the Change in Control occurs, and if Executive reasonably demonstrates that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the severance benefits payable to Executive shall be determined as if the Change in Control had occurred on the date immediately prior to the Date of Termination.

Termination Due to Change in Control. Termination under this Section occurs if (i) the Company terminates the employment of Executive for any reason other than for Cause as defined in Section 6(e), or (ii) Executive resigns his/her employment for Good Reason pursuant to Section 6(f), within the two year period immediately following a Change in Control as defined in Exhibit B attached hereto. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs during the term of the Agreement and if Executive's ’s employment with the Company has been terminated either by the Company without Cause or by Executive for Good Reason within six months prior to the date on which the Change in Control occurs, and if Executive reasonably demonstrates that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the severance benefits payable to Executive shall be determined as if the Change in Control had occurred on the date immediately prior to the Date of Termination.